The Property Documents. At the Closing, the Commission shall, upon Developer's payment of the Purchase Price, deliver the following to Developer (collectively, the "Commission Deliveries"):
(i) a special warranty deed (the "Deed"), conveying fee simple title to the Property from the Commission to Developer, free and clear of all liens and encumbrances, easements, conditions and restrictions except the Permitted Encumbrances; and containing the Transfer Restriction (as defined in Section 12.1), Property Tax Restriction (as defined in Section 12.19),
(ii) a recordable document, separate from the Deed, to contain references to the Repurchase Right and the automatic expiration of the Repurchase Right upon substantial completion of the Project and to the Developer's Covenants;
(iii) a non-foreign person affidavit;
(iv) a vendor's affidavit to the Title Company with commercially responsible terms sufficient to delete the standard exceptions from the final title policy that do not require a survey;
(v) delivery of any Governance Modifications (as defined in Section 12.17) that require the Commission's signature;
(vi) such disclosures and reports as are required by applicable state law in connection with the conveyance of real property; and
(vii) such other documents as may be required by the terms of this Agreement, or as may reasonably be necessary in order to consummate the transaction contemplated by this Agreement.
The Property Documents. At the Closing, the Commission shall, upon Xxxxxxxxx's payment of the Purchase Price, deliver the following to Developer (collectively, "Commission Closing Documents"):
(i) a special warranty deed (the "Deed"), conveying fee simple title to the Property from the Commission to Developer, free and clear of all liens and encumbrances, easements, conditions and restrictions except the Permitted Encumbrances; and containing the Transfer Restriction (as defined in Section 12.1) and the Property Tax Restriction (as defined in Section 12.18):
(ii) the Memorandum of Repurchase Right and the automatic expiration of the Repurchase Right upon substantial completion of the Project;
(iii) a non-foreign person affidavit;
(iv) a vendor's affidavit to the Title Company with commercially reasonable terms sufficient to delete the standard exceptions from the final title policy that do not require a survey;
(v) delivery of any Governance Modifications or evidence that such Governance Modifications have occurred;
(vi) an executed Project Payment Obligation Agreement (as defined in Section 12.17);
(vii) such disclosures and reports as are required by applicable state law in connection with the conveyance of real property, including, without limitation, a counterpart of a Sales Information Disclosure Form as required by Ind. Code §6- 1.1-5.5 (the "SDF"); and
(viii) such other documents as may be required by the terms of this Agreement, or as may reasonably be necessary in order to consummate the transaction contemplated by this Agreement, including, without limitation, any proof of authority required by the Title Company.
